Kemper Urges Shareholders to Reject GE Capital's Nominees for Board

HARTFORD, Conn. — Kemper Corp. Sunday urged its shareholders to vote against four people nominated to Kemper's board of directors by GE Capital Corp., which is trying to buy out Kemper with a $2.35-billion cash offer.

Kemper said GE was trying to "strong-arm" Kemper shareholders into abandoning the chief executive officer and directors who Kemper said have engineered a turnaround in the company's results over the past two years.

"We believe that although GE fully recognizes Kemper's potential, it is attempting to strong-arm your board and management into selling out cheaply," Kemper said in a letter to shareholders.

GE Capital a week ago also wrote to Kemper shareholders, urging them to vote for the GE slate, saying Kemper's management had failed to rebuild the company. The unit of General Electric Co. accused Kemper management of putting itself ahead of shareholders in refusing to discuss GE's offer to buy the company for $55 a share in cash.

"Instead of proceeding in a professional and constructive manner on behalf of shareholders as we had urged, Kemper's management and board have 'stonewalled,' " said the three-page letter signed by Gary Wendt, chairman of GE Capital.

The letter urged shareholders to vote for GE's slate nominees and belittled Kemper management's contention that the interests of Kemper shareholders are best served if the company remained independent.

Kemper countered Sunday by saying, "Do not be bullied or fooled."

"GE is proposing to buy your company because it thinks Kemper's prospects are great," said Kemper's letter, signed by Chairman David Mathis.

"We do too," Mathis wrote. "GE sees that Kemper is poised to perform and to reward its owners."

Long Grove, Ill.-based Kemper twice last month rejected GE's offer, once in private and once after a board meeting.